S-1MEF 1 d251873ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on November 8, 2021.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

THIRD COAST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   6036   46-2135597

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification No.)

  

(I.R.S. Employer

Identification No.)

20202 Highway 59 North, Suite 190

Humble, Texas 77338

(281) 446-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Bart O. Caraway

Chairman, President and Chief Executive Officer

20202 Highway 59 North, Suite 190

Humble, Texas 77338

(281) 446-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael G. Keeley, Esq.

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

(214) 855-3906

(214) 855-8200 (facsimile)

  

Derek W. McGee, Esq.

Brent Standefer, Jr., Esq.

Fenimore Kay Harrison LLP

812 San Antonio Street, Suite 600

Austin, Texas 78701

(512) 583-5900

(512) 583-5940 (facsimile)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-260291

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities

to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum

Offering Price

Per Share(2)

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee(3)

Common stock, par value $1.00 per share

   575,000   $25.00   $14,375,000   $1,332.57

 

 

(1)

Represents only the additional number of shares of common stock being registered and includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-260291).

(2)

Based upon the public offering price.

(3)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The Registrant previously paid $6,952.50 for the registration of $75,000,000 of proposed maximum aggregate offering price in the filing of the Registration Statement on October 15, 2021 (File No. 333-260291) and $1,362.69 for the registration of an additional $14,700,000 of proposed maximum aggregate offering price in the filing of Amendment No. 1 to the Registration Statement on November 1, 2021 (File No. 333-260291).

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

Explanatory Note and Incorporation by Reference

Third Coast Bancshares, Inc., a Texas corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of additional shares of common stock, par value $1.00 per share (“Common Stock”), of Registrant. This Registration Statement relates to the public offering of securities contemplated by the earlier registration statement on Form S-1, as amended (File No. 333-260291) (the “Prior Registration Statement”), which the Commission declared effective on November 8, 2021. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Common Stock offered by Registrant by 575,000 shares of its Common Stock, which includes 75,000 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Common Stock that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Humble, Texas, on the 8th day of November, 2021.

 

THIRD COAST BANCSHARES, INC.
By:  

/s/ Bart O. Caraway

  Bart O. Caraway
  Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the dates set forth below.

 

Signature

   

Title

   

Date

By:  

/s/ Bart O. Caraway

   

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

    November 8, 2021
  Bart O. Caraway      
By:  

/s/ R. John McWhorter

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

    November 8, 2021
  R. John McWhorter      
By:  

*

    Director    November 8, 2021
  Carolyn Bailey      
By:  

*

    Director    November 8, 2021
  Martin Basaldua      
By:  

*

    Director    November 8, 2021
  Dennis Bonnen      
By:  

*

    Director    November 8, 2021
  W. Donald Brunson      
By:  

*

    Director    November 8, 2021
  Norma J. Galloway      
By:  

*

    Director    November 8, 2021
  Troy A. Glander      
By:  

*

    Director    November 8, 2021
  Shelton J. McDonald      
By:  

*

    Director    November 8, 2021
  Joseph L. Stunja      
By:  

*

    Director    November 8, 2021
  Reagan Swinbank      

 

*By:

  

/s/ Bart O. Caraway

 

Bart O. Caraway

 

Attorney-in-Fact

 

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